EXHIBIT 10(t)
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE 1996 ACNIELSEN CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
This nonqualified stock option agreement (the "Award Agreement") confirms the
nonqualified stock option award (the "Award") made as of ______________, under
the 1996 ACNielsen Corporation Non-Employee Directors' Stock Incentive Plan (the
"Plan") to
[Name of Director] (the "Participant")
of nonqualified stock options ("Options") to purchase the number of shares of
common stock, par value $0.01 per share, of ACNielsen Corporation (the
"Company"), prior to the expiration date(s) and at the Option price(s) per
share, all as set forth below.
The Options are not intended to be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). These
Options may be exercised in whole or in part, from time to time, on or after the
date(s) indicated below with respect to (i) those number of shares set forth
opposite such date(s), plus (ii) those number of shares as to which the Options
could have been exercised earlier but were not so exercised.
Price Vesting Number of Expiration
Per Share Date Shares Date
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Notwithstanding anything to the contrary in this Award Agreement, upon the
acquisition of 80% or more of all outstanding shares of Company common stock
pursuant to any tender or exchange offer for shares of Company common stock
(other than one made by the Company), whether the Company does or does not
support the offer, then all unvested Options will become immediately
exercisable. A tender or exchange offer filed with the Securities and Exchange
Commission on Form 14D-1 (or successor form) will be treated conclusively as a
tender or exchange offer for purposes of this Agreement.
The Options are issued in accordance with and are subject to the terms of the
Plan, which Plan is incorporated herein by reference, and are exercisable only
in accordance with the terms of this Award Agreement and the Plan. In accordance
with the terms of the Plan, except as waived by the Compensation Committee of
the Board of Directors of the Company, these Options are not transferable
otherwise than by will or the laws of descent and distribution and are
exercisable during the lifetime of the Participant only by the Participant.
IN WITNESS WHEREOF, ACNielsen Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.
ACNIELSEN CORPORATION
By__________________________
Name:
Title:
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of a copy of the Plan.
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Date Participant
